1. Dave Hannah – Chairman of the Board and CEO
RELIANCE STEEL & ALUMINUM CO.
ANNUAL MEETING OF SHAREHOLDERS'
May 21, 2008
SCREEN 1 (LOGO)
Good morning everyone. My name is Dave Hannah, and as CEO and Chairman of the Board of Directors
of Reliance Steel & Aluminum Co., I would like to welcome you to our 2008 Annual Shareholders'
Meeting. We are pleased that you were able to be with us today. We will proceed with the required
meeting agenda, and then follow that with a brief review of the Company's operations, with time left to
answer any questions that you may have.
Yvette Schiotis, our Corporate Secretary, will record the proceedings of this meeting. A representative of
American Stock Transfer & Trust Company will act as Inspector of Election. The requirements for an
Annual Shareholders’ Meeting of a publicly held company, dictate that there be a certain percentage of
shareholder votes present or sent in by proxy in order for a quorum to exist. With this in mind, I would like
to request that shareholders who have not yet checked in with our Inspector of Election or sent in their
proxy vote to please do so now so that we may determine if a quorum exists for today’s meeting. I would
now like to introduce my fellow members of the Board of Directors, as well as the officers of the Company.
SCREENS 2, 3 (FORWARD LOOKING & COMPANY PROFILE)
Our Board of Directors includes: Gregg Mollins, Reliance’s President and Chief Operating Officer, and for
a little while longer, Joe Crider, Former Non-Executive Chairman of the Board; Thomas Gimbel, Trustee of
the Florence Neilan Trust; Douglas Hayes, Hayes Capital Corporation; Franklin Johnson, former partner,
PricewaterhouseCoopers; Mark Kaminski, former CEO of Commonwealth Industries, Andrew Sharkey,
President and CEO of the American Iron and Steel Institute; Richard Slater, Chairman of ORBIS L.L.C.,
and Leslie Waite, Managing Director and Lead Portfolio Manager, Lombardia Capital Partners.
Now I would like to introduce the Company’s corporate officers who are here, in addition to Gregg and me:
Karla Lewis, Executive Vice President and CFO; James MacBeth, Senior Vice President, Carbon Steel;
William Sales, Senior Vice President, Non-Ferrous; Brenda Miyamoto, Vice President and Corporate
Controller; Donna Newton, Vice President, Human Resources; Kay Rustand, Vice President and General
Counsel; and Yvette Schiotis, Secretary. Also attending this meeting are representatives from the
accounting firms of Ernst & Young and KPMG.
SCREEN 4 (THE ROLE OF RELIANCE)
We are now ready to begin the business portion of the Annual Meeting. We will cover the agenda as quickly as
possible, leaving ample time for the question and answer session. Our Inspector of Election has informed me that
the shares of those present or represented by proxy are in excess of the quorum requirements, and I now declare a
quorum present. As you know from reading the proxy material that was sent to you last month, our first order of
business is the election of Directors.
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2. The Board of Directors has nominated a slate of five Directors to serve for the ensuing two years. They
are Thomas Gimbel, Mark Kaminski, Gregg Mollins, Andrew Sharkey and myself.
I hereby declare them duly nominated. Are there any other nominations?
Since there are none, I declare the nominations closed. The next item of business is the proposal to approve
the Corporate Officers Bonus Plan. Are there any questions regarding this proposal? The final item of
business is the appointment of KPMG as the Company's independent registered public accounting firm to
perform the annual audit of our 2008 financial statements. Are there any questions regarding this proposal?
If not, we will now proceed with the ballot on these matters. If you have turned in a proxy, your votes have
automatically been recorded in accordance with your instructions. If you have not turned in a proxy or wish
to change your previous vote, please raise your hand and you will be provided with a ballot on which you can
mark your vote. Please sign your name on the ballot as your shares appear on the record. Is there anyone
who would like to have a ballot? Has everyone voted who wishes to vote? If so, I declare the poll closed.
While the votes are being tabulated, we would like to share with you some highlights of the past year and
the most recent quarter. After our presentations, we will answer any questions you may have.
SCREEN 5 (RECENT ACCOMPLISHMENTS)
Please note that our presentations will be posted on our website at www.rsac.com and will include any
reconciliations required under Regulation G. Once again, we were very pleased to report our best-ever
financial results for 2007. We completed five acquisitions last year which added over $500 million to our
revenues. These acquisitions along with our internal growth initiatives further expanded our product,
geographic and customer diversification both domestically and internationally.
For the 2007 year, our net income was a record $408 million, up 15% compared with net income of $354.5
million for 2006. 2007 earnings per diluted share were up 11% to $5.36, compared with earnings of $4.82 per
diluted share for 2006. Sales for the 2007 fiscal year were also a record at $7.26 billion, an increase of 26%
compared with 2006 sales of $5.72 billion. We also raised our dividend 25% to $.10 per share for 2008 As of
March 31, 2008 we have repurchased a total of 15.2 million shares of our common stock, with recent purchases
of 1.7 million shares in the 2007 third quarter and 2.4 million shares in the 2008 first quarter.
SCREEN 6 (AGGRESSIVE ACQUISITION STRATEGY)
Reliance is known as the leader in the metals service center industry. Our top and bottom line growth
and industry-leading financial results would not be possible without an aggressive acquisition strategy.
We have completed more than 40 acquisitions and strategic asset purchases since our IPO in 1994 and every
one of those companies has grown and is more profitable today than they were before we acquired them.
All acquisitions must be immediately accretive to earnings while also providing positive cash flow. If we
cannot meet these objectives, we will not do the deal. We will continue to be very selective, with our focus
on profitable growth, not just top-line growth. Currently, there are many opportunities in this area as our
industry continues to consolidate and we do not see that changing anytime soon. That completes my initial
presentation. Gregg will now review some additional operational information
.
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3. Gregg Mollins – President and COO
SCREEN 7 (INTERNAL GROWTH ACCOMPLISHMENTS)
Thanks, Dave. During 2007 we relocated some existing operations into new, larger, more efficient facilities
and added over $55 million of processing and handling equipment to enhance our value added service to our
customers. We also purchased land for further expansion going forward and to take advantage of strategic
opportunities in the domestic marketplace. We spent a record $124 million on capital expenditures during
2007 and we have budgeted capital expenditures of $210 million for 2008.
Overall, once again, we were able to take a challenging business environment and turn it into another record
year through a combination of effective and efficient operational management of our existing businesses;
taking advantage of internal growth opportunities, and completing additional accretive acquisitions.
During the 2008 first quarter, our managers did an outstanding job navigating through a very difficult
pricing environment. We improved our inventory turns to 4.6 times from 4.4 turns in 2007. We were also
very pleased to see improvements in our gross profit margin.
SCREEN 8 (FAMILY OF COMPANIES)
Here you can see the many companies that currently make up the Reliance family.
SCREEN 9 (2007 SALES BY PRODUCT)
In our business, spot market pricing for our products fluctuates and changes in supply and demand also
impact our operations. As a result, we believe that diversification in our product base has been one of the
major factors contributing to our success.
SCREEN 10 (2007 SALES BY COMMODITY)
Here is a look at our product sales combined by commodity.
SCREEN 11 (2007 SALES BY REGION)
Geographic diversity is also an important element of our operating strategy.
SCREEN 12 (BROAD GEOGRAPHIC COVERAGE)
As you can see, we are spread out across the country and believe this helps protect us from cyclical market
conditions in any one area. Over the last couple of years, we have significantly expanded our entry into
Canada and increased our footprint in the Northeast as well as in China and the United Kingdom.
SCREEN 13 (CUSTOMER DIVERSITY)
We service more than 125,000 customers with over 100,000 products. No customer represented more than
1% of our 2007 sales.
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4. SCREEN 14 (MARKET CONDITIONS)
As for 2008, we feel good about where we are. Demand in most of the major industries we support like
energy, oil and gas, aerospace, heavy equipment and non-residential construction is still pretty good.
Pricing is strong and we will continue to focus on providing outstanding customer service, managing our
gross profit margins and turning our inventory. We look forward to another good year at Reliance. That
completes my presentation. Karla Lewis will now review some financial highlights.
Karla Lewis – Executive Vice President and CFO
SCREEN 15 (NET SALES)
Our 2007 annual consolidated sales increased 26.3% compared to 2006, resulted from a 17.3% increase in
our tons sold and an 8.5% increase in our average selling price per ton sold. (Please note that our tons sold
and average selling price per ton sold amounts exclude the sales of Precision Strip because of the “toll
processing” nature of its business.) Our 2007 acquisitions along with our 2006 acquisitions of Earle M.
Jorgensen on April 3, 2006 and Yarde Metals on August 1, 2006, contributed significantly to the increase
in our 2006 and 2007 sales levels. For the 2008 first quarter, our consolidated sales were a record $1.9
billion, up 4% compared to the 2007 first quarter, with a 1% decline in volume offset by a 5% increase in
our average selling price.
SCREEN 16 (NET INCOME)
Our 2007 net income increased 15% from a year ago, and the 2008 first quarter net income was down
slightly from the same period in 2007.
SCREEN 17 (EARNINGS PER SHARE)
2007 earnings per diluted share were a record $5.36 up 11% from the 2006 period. The 2008 first quarter
earnings were consistent with the 2007 first quarter at $1.46 per diluted share. There were fewer shares
outstanding for the 2008 first quarter due to our share repurchases during that quarter, as well as in the
2007 third quarter.
SCREEN 18 (FINANCIAL HIGHLIGHTS)
During 2007, we managed our working capital well, which when combined with our record profits, resulted
in record operating cash flow of $639 million, or $8.40 per diluted share. Our net debt-to-total capital ratio
was 33.1%(1) at March 31, 2008. We continue to be the only service center company with an investment
grade credit rating due to our strong balance sheet and financial discipline.
David Hannah – Chairman and CEO
SCREEN 19 (STOCK PRICE GRAPH)
Thank you, Karla. As you can see here, Reliance’s common stock has significantly out-performed the S&P 500
and Russell 2000 indices as well as our peers over the last five years. We are very proud of our performance
and our returns to our shareholders.
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5. SCREEN 20 (SHAREHOLDER VALUE)
Over the more than 13-year period since our IPO in September 1994, through March 31, 2008, the
compound annual growth rate in the value of our stock has been 24%. We have paid regular quarterly
dividends for 48 consecutive years and have increased the dividend 15 times, amounting to over 1,700%
since our 1994 IPO.
SCREEN 21 (CORPORATE SUSTAINABILITY)
You hear a lot now about corporate sustainability and I would like you to know what Reliance has done and
is doing in that regard. We view our sustainability practices in three parts. First and foremost we are
committed to the economic sustainability of the Company through consistent profitability and job creation.
Second is environmental stewardship through energy conservation initiatives and the reduction of pollution.
Third is our responsibility for social well-being through high quality labor, health and safety standards as
well as for the communities where we operate our businesses.
Our business, by its nature, does not have a significant impact on the environment. We do not consume
large amounts of energy nor do we create meaningful amounts of air or water pollution, since we do not
make the metals that we sell. Additionally, our metal suppliers are among the largest recyclers in the
nation. We have, however, found ways within our business to consume less fuel and minimize the amount
of energy and other natural resources that we use, and we will continue to look for ways to achieve more
savings in the future.
SCREEN 22 (INVESTMENT HIGHLIGHTS)
Once again, we are proud of our performance and our leadership position in our industry and believe that
our proven ability to grow both internally and by successful, accretive acquisitions on a consistent basis and
through varying market conditions will result in continued strong operating results going forward.
Reliance was named to the “Fortune 500” List for the first time in 2007, and to the Fortune 2007 “100
Fastest Growing Companies” List, the Fortune 2008 List of “America’s Most Admired Companies”, the
Forbes 2008 “America’s Best Managed Companies” List, and the Forbes 2008 “Platinum 400 List of
America’s Best Big Companies.”
SCREEN 23 (LOGO)
At this time, I would like to recognize and honor Joe Crider whom we all know and greatly admire. Joe’s
devotion to Reliance has spanned over 45 years. As you know, Joe is retiring today as a member of our
Board of Directors. Joe was the Chairman of the Board of Reliance from February 1997 to October 2007.
He also served as Chief Executive Officer from 1994 to 1999 and was President from 1987 until November
1995. He has served as a Director since 1987. Joe is certainly well-known throughout our industry as an
expert in his field and his wisdom and knowledge has been an important element in Reliance becoming the
Fortune 500 and $7.26 billion company that it is today.
Joe came to Reliance via an acquisition in 1963 and, I would say, that was the best deal Bill Gimbel ever
made. Joe has mentored me and many of us at Reliance during his tenure and we would like to thank him
for his friendship, his hard work, his guidance and leadership, and his support and dedication to our
Company.
We wish him and Alice and their family all the best in the next chapter of his life. Joe, we heartily wish you
happy hunting and traveling and the very best of times.
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6. Results of balloting
It is my pleasure to announce the results of our earlier voting. Will the Inspector of Election please provide
me with the results of the voting?
As a result of the voting, I declare that:
(1) The five nominees for Directors have been elected for two years,
(2) The Corporate Officers Bonus Plan was approved, and
(3) The appointment of KPMG as the Company's independent registered public accounting firm was
ratified.
With the results now officially announced and recorded by the Corporate Secretary, I am asking if there is
any other business to be considered? There being no further business, I will entertain a motion that the
meeting be adjourned. All in favor of the motion to adjourn, say aye. Opposed, no. I hereby declare the
meeting adjourned. Thank you for your attendance and for your continued
support of Reliance.
Regulation G Reconciliations
(1) Net debt-to-total capital is calculated as total debt (net of cash) divided by shareholders’ equity
plus
total debt (net of cash).
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